Mario Gabelli
About Mario Gabelli
Mario J. Gabelli (age 82) is Executive Chair of Associated Capital Group (AC) and served as CEO until November 2016; he has 46 years of experience with AC and predecessors, holds an MBA from Columbia Business School and a BS from Fordham University, and is also Chair/Co-CEO/Co-CIO (Value) of GAMCO Investors and CEO of LICT Corporation . AC reported 2024 net income of $44.3 million and a two-year TSR path that recovered from $85.53 to $87.16 on a $100 base, indicating modest improvement but still below the $100 baseline; note that “pay versus performance” PEO metrics in the proxy reflect the then-CEO, not Mr. Gabelli, but provide context for shareholder returns and profitability . AC operates as a controlled company with GGCP (controlled by Mr. Gabelli) holding majority voting power; Mr. Frederic Salerno serves as Lead Independent Director, and the Board held five meetings in 2024 with all directors attending at least 75% of meetings .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Value of initial $100 investment (TSR) | 85.53 | 87.16 |
| Net income ($ thousands) | 37,451 | 44,328 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Associated Capital Group | Executive Chair; CEO until Nov 2016 | Exec Chair since Nov 30, 2015; CEO through Nov 2016 | Led AC post-spin; strategic control via GGCP |
| GAMCO Investors | Chair, Co-CEO, Co-CIO (Value); Director | Director since 1976; ongoing roles | Stewardship of value investing platform; influence across affiliated funds |
| LICT Corporation | Chair; CEO | Chair since 2004; CEO since Dec 2010 | Operates broadband/communications; cross-enterprise leadership |
| GGCP, Inc. | CEO, Director, Controlling Shareholder | Ongoing | Controls AC’s Class B via Holdings; determines voting control |
| Teton Advisors | Sub-advisor; Portfolio Manager | Since Mar 1, 2017 | Extends investment reach and economics across affiliates |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia Business School | Overseer | Ongoing | Academic network; talent and thought leadership access |
| Boston College; Roger Williams Univ. | Trustee roles | Ongoing | Community/education ties |
| LICT Corporation | Public company board/CEO | Chair since 2004; CEO since 2010 | Operating insights in communications sector |
| Multiple non-profits (e.g., Horatio Alger, Foreign Policy Association) | Director/Trustee | Ongoing | Broader stakeholder engagement |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 0 | 0 |
| Bonus ($) | 0 | 0 |
| Director fees ($) | Not paid director compensation | Not paid director compensation |
Notes:
- AC is a smaller reporting company; compensation shown reflects AC-paid amounts for the years stated .
- Mr. Gabelli also receives substantial compensation from GAMCO for services; see “Employment Terms” and “Related Party Transactions” .
Performance Compensation
Compensation structure (contractual):
- Employment agreement (effective Nov 30, 2015; auto-renews annually) pays Mr. Gabelli (or his designee) an Incentive Management Fee equal to 10% of AC’s aggregate annual pre-tax profits (before this fee), so long as he provides services to AC (including as director, employee, portfolio manager, advisor or consultant). He may also receive percentages of revenues or net operating contribution for generating business, generally at rates comparable to other professionals .
| Incentive/Variable Pay | Metric/Trigger | 2023 | 2024 | Vesting |
|---|---|---|---|---|
| Incentive Management Fee | 10% of AC pre-tax profits (before fee) | Included in “All Other Compensation” total $5,036,155 | Included in “All Other Compensation” total $4,412,611 | Cash; no equity vesting |
| Portfolio/relationship manager fees | Share of revenues/net contribution (as agreed) | Amounts may be allocated/paid directly; none shown for AC in 2023 | None shown for AC in 2024 | Cash |
Award design/metrics for AC executives generally:
- Bonuses for NEOs are discretionary and not tied to specific financial metrics; equity incentives use phantom restricted stock awards (PRSAs) vesting 30% at year 3 and 70% at year 5, paid in cash at vest with dividend equivalents; Mr. Gabelli has no AC PRSAs outstanding .
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A | 82,165 (5,000 directly; 77,165 via GGCP) | 3.7% |
| Class B | 18,425,673 (1,932 directly; 18,423,741 via GGCP/Holdings) | 97.2% |
Additional alignment/structures:
- GGCP (controlled by Mr. Gabelli) indirectly owns a majority of Class B, representing about 96.1% of combined voting power and ~87.4% of outstanding shares of AC common stock as of March 1, 2025, entrenching control; Mr. Gabelli disclaims beneficial ownership of Holdings’ shares except to the extent of his pecuniary interest .
- Hedging transactions by employees and executives are prohibited, including puts, calls, or short sales/“sell against the box” .
- PRSAs outstanding for Mr. Gabelli: none (thus no vesting-driven selling from AC equity) .
- Pledging: no pledging disclosure appears in the proxy; none identified in beneficial ownership footnotes reviewed .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | November 30, 2015 |
| Term/renewal | 3-year initial term; automatically extends 1 year on each anniversary unless 90 days’ notice |
| Non-compete/Outside activities | May not provide investment management services for compensation except in roles at AC, GAMCO, GGCP, LICT, CIBL, ICTC, Teton or their affiliates; certain pre-IPO funds with performance fees (Permissible Accounts) allowed |
| Incentive Management Fee | 10% of AC aggregate annual pre-tax profits (before the fee), payable while services are provided (including as director/consultant) |
| Additional variable economics | May receive a percentage of revenues/net operating contribution for generating business, at rates comparable to other professionals |
| Severance/COC | Other than full vesting of outstanding AC PRSAs (none for Mr. Gabelli), no potential payments upon termination or change of control disclosed for NEOs as of 12/31/24 |
| Dual employment | Dual employee arrangements with GAMCO under the Transition Services Agreement; 2024 compensation earned for services to GAMCO by Mr. Gabelli was $26,741,512 (incentive-based variable compensation) |
Board Governance
- Executive Chair since AC’s 2015 spin; not independent; also serves on the Nominating Committee (not Chair). Committee matrix (2025 slate): Mr. Gabelli sits on Nominating; other committees chaired by independent directors; Mr. Salerno is Lead Independent Director; AC uses controlled company exemptions but still has a majority of independent directors .
- Board/Committee activity: 5 Board meetings in 2024; all directors ≥75% attendance .
| Committee | Membership (Mario J. Gabelli) |
|---|---|
| Audit | Not a member |
| Governance | Not a member |
| Compensation | Not a member |
| Nominating | Member (not Chair) |
Dual-role implications:
- Mr. Gabelli is Executive Chair, controlling shareholder (via GGCP), and Nominating Committee member, which elevates independence/entrenchment considerations despite presence of a Lead Independent Director and independent committee leadership elsewhere .
Related Party Transactions
Key 2024 intercompany and affiliate flows (alignment and governance considerations):
| Transaction | 2024 Amount | Notes |
|---|---|---|
| Transition Services: AC paid GAMCO | $4.7 million | Services include accounting, HR, compliance, technology, admin |
| Transition Services: GAMCO paid AC | $1.2 million | Charges at cost |
| Office sublease (AC pays GAMCO; Rye, NY from M4E LLC owned by Gabelli family) | $74.3 thousand | Family-affiliated landlord via sublease chain |
| AC receives rent from affiliates (Greenwich HQ) | $133.2 thousand | Primarily GAMCO |
| AC receives rent (London building fully leased to GAMCO) | $285.9 thousand | Lease commenced 2021 |
| AC investment in GUSTO (Gabelli Funds) | $290.3 million balance; $14.7 million interest earned | Liquidity management via affiliated money market fund |
| AC investments in affiliated equity mutual funds | $165.5 million; $10.4 million gains/dividends | Managed by Gabelli Funds/Teton |
| AC investment in affiliated partnerships/offshore funds | ~$101.8 million | Ongoing |
| GCIA management fee flows from Gabelli Funds | $5.0 million (2024); $3.7 million (2023) | Net effect of SICAV revenue change immaterial |
| Mario Gabelli variable comp from GAMCO | $26,741,512 (incentive-based) | Paid by GAMCO, not AC |
Governance framework: AC’s charter contains robust related-party transaction safe-harbor provisions (disinterested director or minority approval, or fairness standard) tailored to Gabelli/related entities, and the Code of Conduct/Board procedures require review of related-person transactions by the Governance Committee/Board .
Director Compensation (for context)
- Mr. Gabelli and Mr. Jamieson did not receive director compensation in 2024; non-executive directors receive cash retainers and meeting fees (Board member retainer raised to $100,000 effective Jan 1, 2025) .
Equity Plan Mechanics (for context)
- PRSAs vest 30% at year 3 and 70% at year 5; paid in cash at vest with dividend equivalents; Jamieson, Goldstein, McAdams, and Huvane have unvested PRSAs; Mr. Gabelli has none outstanding .
Investment Implications
- Pay-for-performance alignment: Mr. Gabelli’s AC compensation is predominantly a formulaic 10% of pre-tax profits (before the fee), directly tying his AC pay to profitability rather than share price; this reduces dilution and vesting-related selling pressure but may incentivize emphasis on reported pre-tax earnings over TSR .
- Control/entrenchment: With ~97% of Class B and ~96% combined voting power controlled via GGCP, governance and strategic direction rest with Mr. Gabelli; Lead Independent Director and independent committee chairs partially mitigate but dual roles (Executive Chair, Nominating Committee member) warrant an independence discount in governance assessments .
- Related-party complexity: Extensive affiliate transactions (services, leases, investments) and dual-employment economics (notably $26.7 million 2024 variable comp from GAMCO to Mr. Gabelli) create potential conflicts and information-flow considerations; AC’s chartered safe-harbors and committee reviews help manage but do not eliminate perceived conflict risk .
- Retention and succession: No severance/COC payouts (beyond PRSA vesting for those who hold awards) suggest limited “golden parachute” protection; Mr. Gabelli’s long tenure, ongoing roles at GAMCO and LICT, and substantial ownership imply low immediate retention risk but heighten key-person/succession risk perception .
- Trading signals: For Mr. Gabelli, absence of AC PRSAs eliminates scheduled vesting-related selling; insider selling pressure would more likely stem from GGCP-level liquidity needs or asset reallocations rather than AC award mechanics. Hedging is prohibited by policy, modestly supporting alignment .
Citations:
- Corporate profile, roles, education, tenure:
- Governance/controlled-company/lead independent/meetings/attendance:
- Committees/matrix:
- Compensation tables and breakdowns:
- Employment agreement and incentive fee:
- Beneficial ownership and control:
- Related party transactions:
- Hedging policy: